Common use of Inspection and Access to Information Clause in Contracts

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on the date of this Agreement and ending on the Closing Date, the Sellers shall, and shall cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, provide Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to the Company and its Subsidiaries and otherwise fully cooperate with the conduct of due diligence by Purchaser and its representatives; provided, however, that such access and requests shall not unreasonably interfere with the business or operations of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreement.

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on (a) From the date of this Agreement and ending on to the Closing Date, the Sellers shall, and each Seller Party shall cause the Company, its Subsidiaries and their respective officers, directors, employees, auditors and agents to, (i) provide Purchaser Buyer and its accountantsdesignees with such information as Buyer may from time to time reasonably request with respect to the Business, investment bankersthe Purchased Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide Buyer and its designees, officers, counsel, environmental consultants accountants, facilities and other authorized representatives full access, access during reasonable regular business hours and under upon reasonable circumstancesnotice to the books, records, offices, personnel, counsel, accountants and facilities of the Business as Buyer or its designees may from time to time reasonably request and (iii) permit Buyer and its designees to make such inspections of the foregoing as Buyer may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with the operation of the business of the Seller Parties. No such investigation (or any disclosure made at any time by any Seller Party to Buyer) shall limit or modify in any way, or act or result in a waiver of, any Seller Party’s obligations with respect to any and all breach of its premisesrepresentations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations). (b) On and after the Closing Date, each Seller Party will afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (including, without limitation, accountant’s work papers), information, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining auditors to the Company and its Subsidiaries and otherwise fully cooperate extent necessary or useful for Buyer in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose Relating to the conduct of due diligence by Purchaser and its representativesBusiness; provided, however, provided that any such access and requests by Buyer shall not unreasonably interfere with the business or operations conduct of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms business of the Confidentiality AgreementSeller Parties.

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during the period commencing on (a) From the date of this Agreement and ending on to the Closing Date, the Sellers shallCompany shall (i) provide the Purchaser and its designees with such information as the Purchaser may from time to time reasonably request with respect to the Business, the Assets and the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide the Purchaser and its designees, officers, counsel, accountants, actuaries, consultants, engineers and other authorized representatives access during regular business hours and upon reasonable notice to (A) the books, records, offices, personnel, counsel, accountants and actuaries of the Business as the Purchaser or its designees may from time to time reasonably request and (B) the Real Property, and (iii) permit the Purchaser and its designees to make such inspections thereof as the Purchaser may reasonably request. Any investigation shall cause be conducted in such a manner so as not to 36 interfere unreasonably with the operation of the business of the Company. No such investigation (or any disclosure made at any time by the Company to the Purchaser) shall limit or modify in any way, or act or result in a waiver of, the Company's obligations with respect to any breach of their representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations). (b) After the Closing, the Company will hold, and will use its Subsidiaries and their respective best efforts to cause its Affiliates, officers, directors, employees, auditors and agents to, provide Purchaser and its accountants, investment bankers, counsel, environmental consultants consultants, advisors and agents to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other authorized representatives full accessrequirements of law, during reasonable hours all confidential documents and under reasonable circumstancesinformation concerning the Business, except to any and all of its premises, employees the extent that such information can be shown to have been (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparationi) and shall cause previously known on a nonconfidential basis by the Company’s officers , (ii) in the public domain through no fault of the Company or its Affiliates or (iii) later lawfully acquired by the Company from sources other than those related to furnish to Purchaser and its authorized representatives, promptly upon request therefor, any and all financial, technical and operating data and other information pertaining to prior ownership of the Business. The obligation of the Company and its Subsidiaries Affiliates to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) On and otherwise fully cooperate with for a period of three (3) years after the conduct of due diligence by Closing Date, the Company will afford promptly to the Purchaser and its representativesagents reasonable access to its books of account, financial and other records (including, without limitation, accountant's work papers), information, employees and auditors to the extent necessary or useful for the Purchaser in connection with any Proceeding relating to the Business, or any other reasonable business purpose relating to the Business; provided, however, provided that any such access and requests by the Purchaser shall not unreasonably interfere with the business or operations conduct of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms business of the Confidentiality AgreementCompany.

Inspection and Access to Information. Upon reasonable request, subject (a) Subject to compliance with applicable Laws relating to the exchange of informationLaw, during the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallCompany and its Subsidiaries will, and shall cause the Company, its Subsidiaries and will instruct their respective officers, directors, employees, auditors counsel, accountants, advisors, representatives and agents (collectively, “Representatives”) to, provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full Representatives reasonable access, during reasonable hours normal business hours, without unreasonably interfering with the operation of the business of the Company and under reasonable circumstancesits Subsidiaries, to any and all of its premises, employees (including executive officers), properties, Contracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to will furnish to the Purchaser and its authorized representatives, promptly upon request therefor, Representatives any and all financial, technical available financial and operating data and other information pertaining to the Company and or any of its Subsidiaries and otherwise fully cooperate with Subsidiaries, in each case, as the conduct of due diligence by Purchaser and its representativesRepresentatives may reasonably request, including any information reasonably necessary for the Purchaser to timely prepare audited financial statements for the AT Business; provided, however, the Company, its Subsidiaries and their Representatives shall not be required to provide any information that (i) it reasonably believes it may not provide to the Purchaser by reason of contractual or legal restrictions, including applicable Laws, (ii) it believes is competitively sensitive information, except that such access and requests shall not unreasonably interfere information will be provided only to the outside counsel of the Purchaser in accordance with the business last sentence of this Section 6.2(a) or operations (iii) is protected by attorney-client or other legal privilege; provided, further, that, without limiting the foregoing, prior to any such access or provision of information, the Purchaser must obtain written permission therefor from the Chief Executive Officer, Chief Financial Officer or Corporate Counsel, as appropriate, of the Sellers, the Company or the SubsidiariesCompany; provided, further, that such investigation shall be conducted in accordance with all applicable antitrust Laws and shall be at the SellersPurchaser’s sole cost and expense; and provided, further, that the Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Representatives (other than such outside counsel). (b) All information provided or obtained by the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (aand the DMS Entities) cause significant competitive harm and their respective Representatives to the Business, the Company or the Subsidiaries if Purchaser in connection with the transactions contemplated hereby will be held by this Agreement are not consummated; providedthe Purchaser in accordance with the letter agreement relating to confidentiality and nondisclosure obligations, howeverdated September 14, that2016, prior to withholding any such access or information, between the Sellers, Purchaser and the Company (the “Confidentiality Agreement”). In the event of a conflict or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to inconsistency between the terms of hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating (a) Subject to the exchange of informationConfidentiality Agreement, to compliance with applicable Law and to Section 6.11, during the period commencing on the date of this Agreement hereof and ending on the Closing DateDate or the earlier termination of this Agreement, the Sellers shallCompany will, and shall cause the Company, will instruct its Subsidiaries and their respective officers, directors, employees, auditors and agents Representatives to, upon reasonable advance notice from the Purchaser, provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full Representatives reasonable access, during reasonable hours normal business hours, without interfering in any material respect with the operation of the business of the Company and under reasonable circumstancesits Subsidiaries, to any and all of its premises, assets, appropriate employees (including executive officers), properties, Contracts, commitments, books, records Books and Records and other information (including Tax Returns filed and those in preparation) and shall cause the Company’s officers to will furnish to the Purchaser and its authorized representatives, promptly upon request therefor, Representatives any and all financial, technical available financial and operating data and other information pertaining to the Company and or any of its Subsidiaries and otherwise fully cooperate with Subsidiaries, in each case, as the conduct of due diligence by Purchaser and its representativesRepresentatives may reasonably request; provided, however, that such access the Company, its Subsidiaries and requests their Representatives shall not unreasonably interfere with be required to provide any information that (i) it may not provide to the business Purchaser by reason of contractual or operations of the Sellerslegal restrictions, the Company including applicable Laws, (ii) is competitively sensitive information or the Subsidiaries(iii) is protected by attorney-client or other legal privilege; provided, further, that such investigation shall be conducted in accordance with all applicable Antitrust Laws and shall be at the SellersPurchaser’s sole cost and expense; and provided, further, that the Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions, without the prior written consent of the Company and, in the case of Leased Real Property, without the prior written consent of the applicable landlord. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Subsidiaries shall not be obligated to provide Representatives (other than such access outside counsel). (b) All information provided or information if they determine, obtained in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if connection with the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided hereby will be subject to held by the terms of Purchaser in accordance with the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern.

Inspection and Access to Information. Upon reasonable request, subject The Parties acknowledge that the Purchaser will continue to applicable Laws relating conduct due diligence and integration planning with respect to the exchange of informationCompany, during the Company Subsidiaries and the Company Business from the date hereof to the Closing Date. In that regard, the Shareholder agrees to cooperate with, and provide its reasonable assistance to, the Purchaser with respect to such due diligence investigation and integration planning. During the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallShareholder will, and shall will cause the Company, its Company and the Company Subsidiaries and their respective officers, directors, employees, auditors executive officers and agents to, other designated personnel (which personnel shall be sufficient to provide such cooperation and assistance) to provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full reasonable access, during reasonable hours and under reasonable circumstances, to any and all of its premises, employees (including executive officers)employees, properties, Contractscontracts, commitments, books, records and other information (including Tax Returns filed and those in preparation) , to the extent related to the Company or its Subsidiaries or the Conveyed Assets), and shall cause the Company’s 's and the Company Subsidiaries' officers to furnish to the Purchaser and its authorized representatives, promptly upon request therefor, any and all existing, non-privileged financial, technical and operating data and other information pertaining to the Company, the Company and its Subsidiaries and the Conveyed Assets and otherwise fully reasonably cooperate with the conduct of due diligence and integration planning by the Purchaser and its representatives; representatives (collectively, "Transition Access"), provided, however, that such access and requests the Purchaser shall not unreasonably interfere have the right and shall not conduct any environmental testing or on-site inspection and shall not conduct any subsurface, soil, water, ground water or other testing or on- site investigation, without receiving the Shareholder's express prior written Consent therefor (to be given or withheld in the Shareholder's sole discretion for any or no reason). Without limiting the foregoing, the Shareholder shall make available to the Purchaser, upon request, personnel capable of reporting on the Shareholder's compliance with its covenants hereunder, the status of outstanding environmental issues, the status of the compliance program required under the 2003 settlement with the business Department of Justice regarding transportation requirements, to the extent relevant to this transaction, and on the current status or operations relations with Customers, and shall cause such personnel to provide all information reasonably requested by the Shareholder regarding such compliance and relations. The Transition Team shall be responsible for coordinating, organizing and facilitating Transition Access. Each instance of Transition Access is subject to the prior approval of the Transition Team, which approval shall not be unreasonably withheld, conditioned or delayed. Approval of the Transition Team shall be deemed to have been granted upon agreement of at least one member of the Purchaser Transition Team and at least one member of the Seller Transition Team. Notwithstanding anything contained in this Agreement or the Ancillary Documents, neither the Sellers, the Company, nor any of their respective Subsidiaries, nor any of their respective officers, directors, employees, representatives, auditors and agents, shall have any obligation to disclose any information to the Purchaser if such disclosure would violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (including any confidentiality agreement to which either of the Sellers, the Company or the Subsidiaries; provided, further, that the Sellers, the Company or its Subsidiaries shall not be obligated to provide such access or information if they determine, in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if the transactions contemplated by this Agreement are not consummated; provided, however, that, prior to withholding any such access or information, the Sellers, the Company or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or their Affiliates is a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to the terms of the Confidentiality Agreementparty).

Inspection and Access to Information. Upon reasonable request, subject to applicable Laws relating to the exchange of information, during (a) During the period commencing on the date of this Agreement hereof and ending on the Closing Date, the Sellers shallCompany and its Subsidiaries will, and shall cause the Company, its Subsidiaries and will instruct their respective officers, directors, employees, auditors counsel, accountants, investment bankers or other financial advisors, representatives and agents to(collectively, “Representatives”), to provide the Purchaser and its accountants, investment bankers, counsel, environmental consultants and other authorized representatives full Representatives reasonable access, during reasonable hours normal business hours, without interfering with the operation of the business of the Company and under reasonable circumstancesits Subsidiaries, to any and all of its premises, appropriate employees (including executive officers), properties, Contracts, commitments, books, records and other information (including personnel records as permitted by applicable Law, Tax Returns filed and those Tax Returns in preparation) and shall cause the Company’s officers to will furnish to the Purchaser and its authorized representatives, promptly upon request therefor, Representatives any and all financial, technical available financial and operating data and other information pertaining to the Company and or any of its Subsidiaries and otherwise fully cooperate with Subsidiaries, in each case, as the conduct of due diligence by Purchaser and its representativesRepresentatives may reasonably request; provided, however, that such access the Company, its Subsidiaries and requests their Representatives shall not unreasonably interfere be required to provide any information that (i) it reasonably believes, after consultation with outside legal counsel, it may not provide to the business Purchaser by reason of contractual obligations of confidentiality or operations applicable Laws, (ii) would give rise to a material risk of the Sellersdisclosure of competitively sensitive information or (iii) it reasonably believes, the Company or the Subsidiariesafter consultation with outside legal counsel, would risk in any material respect waiving attorney-client privilege; provided, further, that (A) in such instances the SellersCompany shall inform the Purchaser of the general nature of the information being withheld and, upon the Purchaser’s request, reasonably cooperate with the Purchaser to provide such information, in whole or in part, in a manner that would not result in any of the outcomes described in the foregoing clauses (i) through (iii) (including, in accordance with the last sentence of this Section 6.2(a)) and (B) no investigation pursuant to this Section 6.2 will affect or be deemed to modify any representation or warranty made by the Company herein; provided, further, that such investigation shall be conducted in accordance with all applicable Antitrust Laws and shall be at the Purchaser’s sole cost and expense. In addition, the Company may designate any competitively sensitive information provided to the Purchaser under this Agreement as being for “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared with the Purchaser or its Subsidiaries shall not be obligated to provide Representatives (other than such access outside counsel). (b) All information provided or information if they determine, obtained in good faith, that doing so would (a) cause significant competitive harm to the Business, the Company or the Subsidiaries if connection with the transactions contemplated hereby will be held by this Agreement are not consummated; providedthe Purchaser in accordance with the letter agreement relating to confidentiality and nondisclosure obligations dated July 11, however, that, prior to withholding any such access or information, 2017 between the Sellers, Purchaser and the Company (the “Confidentiality Agreement”). In the event of a conflict or its Subsidiaries, as applicable, must first determine, in good faith, that such harm cannot be avoided through the implementation of customary “firewall” mechanisms, nondisclosure agreements or other similar measures, (b) violate, or reasonably be expected to violate, applicable Laws or a Contract or obligation of confidentiality owing to a third party whether such obligation arises contractually, statutorily or otherwise, or (c) jeopardize, or reasonably be expected to jeopardize, the protection of any attorney-client privilege or require any third party consent. Until the Closing, the information provided will be subject to inconsistency between the terms of hereof and the Confidentiality Agreement, the terms hereof will govern.